Filed by Grubhub Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and Deemed Filed Pursuant to Rule 14A-12 Under the S
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Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 GRUB Employee Email From: Matt Maloney, CEO Subject: A New Chapter for Grubhub Team, I know this note reaches you all at a time of great uncertainty. In addition to a pandemic that has disrupted our lives and impacted our friends and family, our country is struggling with widespread frustration, anger and sadness based on recent events that have reminded us, yet again, that we have a long way to go before our country achieves racial equality. As you know, Grubhub is committed to supporting you and doing our part to help you and our broader community, including our diners, restaurants and drivers through this incredibly challenging time. However, this email is to communicate something different – an important decision made by the board today and with my recommendation. After 20 years of building this industry from the ground up in the U.S., today we begin a new chapter for Grubhub. We have signed a definitive agreement with European industry leader Just Eat Takeaway.com in an all-stock merger to create the largest global online ordering/delivery company in the world (outside of China). Together, we will connect more than 360,000 restaurants to over 70 million active diners in 25 countries. You can read the press release here, and I encourage you to join our town hall meeting at 4:30 p.m. CT where I will share my excitement with you and explain why this is such a compelling fit. I firmly believe that this action sets us up to continue our aggressive growth and leadership in the United States…and now abroad. A calendar invite will be sent shortly and please submit your questions for the town hall using this form. Grubhub and Seamless were founded nearly two decades ago with a vision for connecting restaurants and diners, but we could never have imagined that we would so fundamentally change the way America eats. Like many other entrepreneurs, we started modestly – restaurant by restaurant in our Chicago neighborhood. Today, we connect nearly 24 million active diners with nearly 300,000 restaurants, sending over half a million orders and more than $25 million a day to local restaurants. The last few months, in particular, have shown us how vital we are to the country, and I am proud of how you have all stepped up to the challenges of COVID-19. Grubhub, together with Seamless, is the pioneer in online takeout, and our marketplace has been front and center for more than 20 years during each step of the industry’s evolution. Throughout our journey, we’ve navigated hurdles and celebrated wins – always striving to do right by our restaurant partners, drivers and diners. We’ve acquired and merged with other companies in our space over the years, and have long said consolidation helps ensure that we are well equipped to support the restaurants, drivers, diners and communities that we serve. Just Eat Takeaway.com (JET) is a lot like us – they are not purely a delivery company – they connect restaurants and hungry diners. They are the only other company outside of China that knows how to make money in this business, and they have #1 positions in 17 countries. So, the decision to join with JET was easy – we saw an opportunity to join forces to create the largest and one of the few profitable online ordering players in the world. In our press release, we explicitly state that we intend to run U.S. operations at break even for years while we compete as aggressively as we need to win. While our business was profitable and well suited to continue serving restaurants and diners as a standalone company – merging with JET gives significantly more financial strength and flexibility that will be critical in our continued mission to be the #1 ordering platform in North America (with JET’s Canadian business “SkipTheDishes” aka Skip). This is the ultimate realization of my dream for Grubhub, and I could not be more excited. Moving the Ball Forward Let me give you all some background on Just Eat Takeaway.com and why this is such a great fit. Headquartered in Amsterdam, JET operates in more than 20 countries. It is the leading online food ordering marketplace in the U.K., Germany, the Netherlands, Canada and Israel, and has a strong presence in Australia and throughout continental Europe. Although JET’s roots are in Europe, their business will sound very familiar to all of us. JET is a founder-led marketplace business with an ambitious appetite for growth that has evolved into a hybrid model that prioritizes a two-sided marketplace, comprising restaurant partners and diners. JET and its team members have created a community that champions both customers and restaurants and, like Grubhub, JET is passionate about supporting and empowering its teams to do what’s best for its restaurant partners, drivers, diners and the communities they serve. To this end, JET invests significantly in talent across its business, and continually offers numerous development — and potentially global, opportunities to all employees. Together, we will create the clear global industry leader. Grubhub and JET are a logical fit – this combination will further solidify our leadership position in North America, while expanding JET’s global reach. Importantly, JET intends to build on its international success by leveraging our strong foundation in the U.S. market, as well as our talented team, innovative technology, and reputation for operational excellence. As a result, we expect Grubhub to run just as it is running today, with no anticipated job cuts, but with added benefits and new enhancements. Adam and I will continue to lead our U.S. business, as well as Skip. So for all of you, the transition to this new chapter should be smooth, but very exciting. By uniting our complementary business models, geographic footprints and market expertise, we will be in an even better position to support our restaurant partners, drivers, diners and communities. This has been, and will continue to be, one of our most important priorities. We are already the innovators in our industry, and this will only accelerate as we join with JET. As a part of a larger, global company, Grubhub will have more flexibility to invest for the future – such as in technology, marketing and delivery. We believe restaurant partners will benefit from enhanced speed and order accuracy, as well as superior logistics and support. We anticipate that drivers will experience additional partnering opportunities. And, we also expect that diners will see faster delivery times and even more accurate ETAs. I’ve known Jitse Groen, JET’s CEO, since 2007 and have long admired his team as fellow industry trailblazers. Through this process, it’s become increasingly clear that Jitse and his JET team are very excited about investing in and growing Grubhub. As the market for online ordering continues to grow, JET believes our team has the talent and experience to help capture new opportunities and take Grubhub to the next level. Next Steps In the coming months, we will be working closely with Just Eat Takeaway.com to determine how to best take advantage of our complementary strengths. Of note, the new company will be headquartered in Amsterdam, with North American headquarters in Chicago. There is a lot to be excited about, but please keep in mind that today’s announcement is just the first step toward bringing our companies together. There are a number of approvals, including regulatory and shareholder approvals, that are required and customary conditions that we have to satisfy over the coming months before the transaction can be completed. Please understand that the SEC has very strict rules about “soliciting” votes to approve transactions such as ours. Any communications about the deal (including tweets, re-tweets of articles, blogs, and Facebook posts) can be viewed as a solicitation, so please do not post commentary about this transaction on your social media accounts or within public company channels such as Slack. Until the transaction is completed, which we expect to happen in Q1 2021, Grubhub and JET will continue to operate as separate, independent companies and it will remain business as usual at Grubhub. Do not reach out to JET’s employees or coordinate any business efforts with them. It is important that we remain focused on what matters: supporting our restaurant partners, drivers, diners and communities. We know you have questions, and while we won’t have all the answers today, we are committed to sharing everything we can with you during our town hall. In the meantime, an FAQ to help address some of your immediate questions can be found here. Finally, I want to thank you for your hard work and unwavering focus during these unprecedented times. It’s amazing to see how far we’ve come in the last two decades, and I believe the best is still ahead. Grubhub’s work to connect hungry diners with great, local restaurants has never been more urgent. Let’s keep up the great work. Matt Forward Looking Statements This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future expectations, beliefs, intentions, goals, strategies, plans and prospects, which, in the case of Grubhub, are made in reliance on the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial